Prospectus UNIQA Insurance Group AG Tier 2 Notes
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Prospectus dated 6 July 2020 UNIQA Insurance Group AG (a stock corporation incorporated under the laws of the Republic of Austria) EUR 200,000,000 subordinated fixed to floating rate notes due 2035 ISIN XS2199567970, Common Code 219956797 Issue price: 99.507 per cent UNIQA Insurance Group AG (the "Issuer") will issue on 9 July 2020 (the "Issue Date") EUR 200,000,000 subor- dinated fixed to floating rate notes due 2035 in the specified denomination of EUR 100,000 each (the "Specified Denomination") (the "Notes"). The Notes will be governed by the laws of the Federal Republic of Germany ("Germany"). The Notes will bear interest from and including the Issue Date to but excluding 9 October 2025 (the "First Reset Date") at a rate of 3.25 per cent. per annum, scheduled to be paid annually in arrear on 9 October in each year, commencing on 9 October 2020. Thereafter, unless previously redeemed, the Notes will bear interest at a rate equal to the 3-months EURIBOR, (being the Euro-zone interbank offered rate for three-month Euro deposits) plus 3.7% per annum (the "Initial Credit Spread"), scheduled to be paid quarterly in arrear on 9 January, 9 April, 9 July and 9 October in each year (each a "Floating Interest Payment Date"), commencing on 9 January 2026. As of each Floating Interest Payment Date falling 10 years after the Issue Date, unless previously redeemed, the Notes will bear interest per annum at a rate equal to the 3-months EURIBOR, plus the Initial Credit Spread plus 1 per cent. per annum (the "Margin"). Under certain circumstances described in §3(4)(d) of the Terms and Conditions of the Notes (the "Terms and Conditions") certain benchmark replacement provisions will apply in case the 3-months EURI- BOR (or a successor benchmark) used as a reference for the calculation of interest amounts payable under the Notes were to be discontinued or otherwise unavailable. Under certain circumstances described in the Terms and Condi- tions, interest payments on the Notes may be deferred at the option of the Issuer or will be required to be deferred. The Notes are scheduled to be redeemed at their Specified Denomination on 9 October 2035 (the "Scheduled Ma- turity Date"), provided that on such date the Conditions to Redemption and Repurchase (as defined in the Terms and Conditions) are fulfilled. If this is not the case, the Notes will be redeemed only in the circumstances described in the definition of the term Final Maturity Date (as defined in the Terms and Conditions) on the Final Maturity Date. Under certain circumstances described in § 4 of the Terms and Conditions, the Notes may be subject to early redemption. This includes that under certain circumstances the Issuer may call the Notes for early redemption (in whole but not in part) for the first time with effect as of the First Call Date and on each Floating Interest Payment Date thereafter. The Notes will initially be represented by a temporary global note in bearer form (each a "Temporary Global Note"). Interests in the Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (each a "Permanent Global Note" and together with the Temporary Global Notes, each a "Global Note") not earlier than 40 days after the Issue Date (the "Exchange Date"), upon certification as to non-U.S. bene- ficial ownership. The Global Notes will be deposited with a common depositary for Clearstream Banking S.A. and Euroclear Bank SA/NV (together, the "Clearing System"). This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6(3) of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation") and is drawn up in accordance with Annexes 7 and 15 of Commission Delegated Regulation (EU) No 2019/980 of 14 March 2019 supplementing the Prospectus Regulation. This Prospectus will be published in elec- tronic form together with all documents incorporated by reference on the website of the Issuer (https://www.uniqagroup.com/gruppe/versicherung/investor-relations/Anleihen.en.html). This Prospectus will be valid until 10 July 2020. Application has been made to the Vienna Stock Exchange for the Notes to be listed on the official market (Amtlicher Handel) (the "Official Market") of the Vienna Stock Exchange (Wiener Börse) and to be admitted to trading on the Vienna Stock Exchange's Official Market. The Vienna Stock Exchange's Official Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parlia- ment and of the Council of 15 May 2014 on markets in financial instruments (as amended, "MiFID II"). This Pro- spectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such offer or solicitation is unlawful. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. This Prospectus has been approved by the Austrian Financial Market Authority (Finanzmarktaufsichts- behörde, the "FMA") in its capacity as competent authority under the Prospectus Regulation and pursuant to the Capital Market Act 2019. The accuracy of the information contained in this Prospectus does not fall within the scope of examination by the FMA. The FMA examines and approves this Prospectus only in respect of its completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer and the quality of the Notes that are the subject of this Prospectus. The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regula- tion (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise mak- ing them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Investing in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 1 of this Prospectus. If any of these risks materialises, investors may lose all or a very substantial part of their investment and of their interest claims. The Notes should be purchased and traded only by persons knowledgeable in investment matters. Following the First Reset Date, amounts payable under the Notes are calculated by reference to the 3-months EU- RIBOR ("EURIBOR"), which is provided by the European Money Market Institute ("EMMI"). As at the date of this Prospectus, EMMI appears on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark Regulation (Regu- lation (EU) 2016/1011) (the "Benchmark Regulation"). Joint Lead Managers HSBC J.P. Morgan Raiffeisen Bank International RESPONSIBILITY STATEMENT This Prospectus (the "Prospectus") comprises information with regard to UNIQA Insurance Group AG (the "Issuer" or the "Company") and its consolidated subsidiaries (the "Subsidiaries") taken as a whole (together the "UNIQA Group" or the "Group") and the Notes. The Issuer, having its registered office at Untere Donaustraße 21, 1029 Vienna, Austria, accepts responsibility for the information contained in this Prospectus and hereby declares that the information contained in this Prospectus is, to the best of the knowledge of the Issuer, in accordance with the facts and that this Prospectus makes no omission likely to affect its import. NOTICE No person is authorised to give any information or to make any representation other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been author- ised by or on behalf of the Issuer or HSBC Bank plc, J.P. Morgan Securities plc and Raiffeisen Bank International AG (together, the "Joint Lead Managers"). This Prospectus should be read and understood in conjunction with any supplement hereto and with all documents incorporated herein or therein by reference. The legally binding language of this Prospectus is English. Any part of the Prospectus in German language consti- tutes a translation, except for the Terms and Conditions in respect of which German is the legally binding language. In this Prospectus, all references to "€", "EUR" or "Euro" are to the currency introduced at the start of the third stage of the European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended.